December 16, 2019Nationwide Mutual Funds • January 3rd, 2020
You have requested our opinion as to certain federal income tax consequences of the reorganization of the Target Fund into the Acquiring Fund (the “Reorganization”) which will consist of: (i) the acquisition by the NMF Trust, on behalf of the Acquiring Fund, of all of the Assets of the Target Fund in exchange for both Acquiring Fund Shares and the assumption by the NMF Trust, with respect to the Acquiring Fund, of the Liabilities of the Target Fund; (ii) the distribution by the Acquiring Fund of Acquiring Fund Shares to the shareholders of the Target Fund (“Target Fund Shares”) according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and (iii) the liquidation and, as soon as practicable after the Closing, the termination of the Target Fund all upon and subject to the terms and conditions of the Agreement. The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities,
